Page 188 - ar2010

186 KPJ Healthcare Berhad

(Company No. 247079 M)

Annual Report 2010

in any other manner as prescribed by the Act, rules, regulations and guidelines pursuant to the Act and the requirements of Bursa Securities and any other relevant authority for the time being in force;

AND THAT the authority conferred by this resolution shall continue to be in force until:-

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company at which such resolution was passed, at which time

the authority would lapse unless renewed by ordinary resolution passed either unconditionally; or

(b) the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Act (but shall

not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by a resolution passed by the shareholders of the Company in general meeting,

whichever is earlier.

AND THAT the Directors of the Company be and are authorised to take all such steps to implement, fnalise and give full effect to the Proposed Share Buy-Back with full power to assent to any conditions, modifcations, revaluations and/or amendments as may be imposed by the relevant authorities and with full power to do all such acts and things thereafter in accordance with the Act, the provisions of the Memorandum and Articles of Association of the Company and the guidelines issued by Bursa Securities and any other relevant authorities.” (See Note g) (Resolution 10)

8. ORDINARY RESOLUTION 3

PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE ON RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED SHAREHOLDERS’ MANDATE”)

“ THAT subject always to the provisions of the Act, the Memorandum & Articles of Association of the Company, Listing Requirements or other regulatory authorities, approval be and is hereby given to the Company and/or its subsidiaries, to

(a) enter into new Recurrent Related Party Transactions of a Revenue or Trading Nature; and

(b) renew the shareholders’ mandate for recurrent Related Party Transactions of a Revenue or Trading nature for any of the aforesaid

companies to enter into and give effect to the specifed Recurrent related Party Transactions;

all with the particulars of which are set out in the Circular to Shareholders dated 25 May 2011 (“Circular”) with the Related Parties as described in the Circular, provided that such transactions are of revenue or trading nature, which are necessary for the day-to-day operations of the Company and/or its subsidiaries, within the ordinary course of business of the Company and/or its subsidiaries, made on an arm’s length basis and on normal commercial terms which those generally available to the public and are not detrimental to the minority shareholders of the Company; and

AND THAT such authority shall continue to be in force until:-

(a) the conclusion of the next AGM of the Company following this AGM, at which time the authority shall lapse unless by a resolution

passed at the AGM, such authority is renewed; or

(b) the expiration of the period within which the next AGM after the date that is required by law to be held pursuant to Section

143(1) of the Companies Act (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the Companies Act); or

(c) revoked or varied by a resolution passed by the shareholders of the Company at a general meeting;

whichever is earlier;

Notice of

annual general meeting (cont’d)